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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTEK DIVERSIFIED CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2450145
(State of incorporation) (I.R.S. Employer Identification No.)
970 WEST 190TH STREET, SUITE 720, TORRANCE, CALIFORNIA 90502
(Address of Principal Executive Offices) (Zip Code)
1988 INTEK DIVERSIFIED CORPORATION KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
Harry Dunstan Copy to:
970 West 190th Street, Ste. 720 Steven L. Wasserman, Esq.
Torrance, California 90502 Kohrman Jackson & Krantz
310/366-7703 One Cleveland Center, 20th Floor
(Name, address, telephone number, Cleveland, Ohio 44114
including area code of agent for service) 216/736-7220
<TABLE>
Calculation of Registration Fee
<CAPTION>
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered share(1) price(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 65,000 shares $1.75 $113,750
$.01 par value 435,000 shares $10.06 $4,376,100 $1,548.22
==============================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of (i) the actual exercise price of
outstanding options under the Registrant's 1988 Key Employee Incentive
Stock Option Plan (the "Plan") for the purchase of 65,000 shares of Common
Stock at $1.75 per share, and (ii) the average of the high and low market
price of the Common Stock on June 20, 1995 with respect to 435,000 shares
of Common Stock for which options have not yet been granted pursuant to
the Plan.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by INTEK Diversified
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) (1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), since the
end of the latest fiscal year covered by the Annual Report referred to
in (a) above; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated March 17, 1980 (File No.
0-09160), filed with the Commission pursuant to Section 12(g) of the
Exchange Act (there being no further amendment or report filed for the
purpose of updating such description).
All documents hereafter filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Certain statutes, provisions of the Company's Certificate of
Incorporation and By-laws, contracts and other arrangements provide that in
certain cases, each officer and director and controlling person of the Company
shall be indemnified by the Company against certain costs, expenses and
liabilities which he may incur in his capacity as such. Accordingly, the
liability of such persons may be affected as a result thereof.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 1988 INTEK Diversified Corporation Key Employee Incentive Stock Option
Plan.
5.1 Opinion of Kohrman Jackson & Krantz.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kohrman Jackson & Krantz (contained in its opinion filed as
Exhibit 5.1).
The Company will submit the Plans and any amendments thereto to the
Internal Revenue Service and will make all changes required thereby in order to
qualify the Plan if the Plan can be so qualified.
ITEM 9. UNDERTAKINGS
(a) The Company undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration
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statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Torrance, State of California, on June 22,
1995.
INTEK DIVERSIFIED CORPORATION
By: /s/ Harry Dunstan
-------------------------------
Harry Dunstan, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ John G. Simmonds Chief Executive Officer and June 22, 1995
----------------------------- Director
John G. Simmonds
/s/ Peter A. Heinke Principal Financial and Accounting Officer June 22, 1995
--------------------------------- and Director
Peter A. Heinke
/s/ Christopher Brantson Director June 22, 1995
-----------------------------
Christopher Brantson
/s/ Harry Dunstan Director June 22, 1995
---------------------------------
Harry Dunstan
/s/ David Neibert Director June 22, 1995
----------------------------------
David Neibert
/s/ Vincent P. Paul Director June 22, 1995
---------------------------------
Vincent P. Paul
/s/ Steven L. Wasserman Director June 22, 1995
----------------------------
Steven L. Wasserman
/s/ Nicholas R. Wilson Director June 22, 1995
------------------------------
Nicholas R. Wilson
</TABLE>
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EXHIBIT INDEX
4.1 1988 INTEK Diversified Corporation Key Employee Incentive Stock Option
Plan.
5.1 Opinion of Kohrman Jackson & Krantz.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kohrman Jackson & Krantz (contained in its opinion filed as
Exhibit 5.1).
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EXHIBIT 4.1
1988 INTEK DIVERSIFIED CORPORATION KEY EMPLOYEE
INCENTIVE STOCK OPTION PLAN
ARTICLE I
THE PLAN
1.1 Name. This Plan shall be known as the "1988 INTEK Diversified
Corporation Key Employee Incentive Stock Option Plan."
1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording to key employees of the Company and
its Subsidiaries an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such employees of Options under the
terms set forth herein. By thus encouraging such employees to become owners of
Common Stock, the Company seeks to motivate, retain, and attract those highly
competent individuals upon whose judgment, initiative, leadership, and
continued efforts the success of the Company in large measure depends.
1.3 Effective Date. The Plan, upon approval at the Company's Annual Meeting
of Stockholders, shall be effective as of August 15, 1988.
1.4 Term of Plan. The term during which Options may be granted under the
Plan shall expire on August 14, 1998 unless sooner terminated as provided in
Article VIII of the Plan.
ARTICLE II
DEFINITIONS
2.1 Definitions. As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1954, as amended, and
any reference to a specific provision of the Code shall be deemed to refer
to such provision as in effect at the relevant time.
(c) "Committee" shall mean the Key Employee Incentive Stock Option
Committee of the Board.
(d) "Common Stock" shall mean the Company's common stock, par value
$.01 per share, or, in the event that the Common Stock is hereafter changed
into or exchanged for
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shares of a different stock or securities of the Company or some other
corporation, such other stock or securities.
(e) "Company" shall mean INTEK Diversified Corporation, a Delaware
corporation.
(f) "Date of Grant" shall mean the date on which an Option is granted
under the Plan.
(g) "Fair Market Value" shall mean the average between the closing bid and
asked prices per share of Common Stock; in the over-the-counter-market, as
reported by NASDAQ, on the Date of Grant or, if the markets are closed on the
Date of Grant, on the first preceding date on which they are open.
(h) "Option" shall mean an option to purchase Common Stock granted
pursuant to the provisions of Article VI hereof.
(i) "Optionee" shall mean an employee to whom an Option has been granted
hereunder.
(j) "Plan" shall mean the 1988 INTEK Diversified Corporation Key Employee
Stock Option Plan, the terms of which are set forth herein.
(k) "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Stock
hereunder.
(l) "Subsidiary" or "Subsidiaries" shall mean a subsidiary corporation or
corporations of the Company as defined in Section 425 of the Code.
(m) "Successor" shall mean the legal representative of the estate of a
deceased Optionee or the person or persons who acquire the right to exercise
an Option by bequest or inheritance or by reason of the death of any
Optionee.
ARTICLE III
PARTICIPANTS
3.1 Participation in The Plan. Any officer or other key employee of the
Company or its Subsidiaries shall be eligible to participate in the Plan. The
Committee may grant Options to any eligible employee in accordance with such
determinations as the Committee from time to time in its sole discretion shall
make consistent with the terms and conditions of the Plan.
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ARTICLE IV
ADMINISTRATION
4.1 Powers and Duties of Committee. The Plan shall be administered by the
Committee. The Committee shall consist of not less than three members appointed
by the Board. Members of the Committee may, but need not, be members of the
Board. Any vacancies on the Committee shall be filled by the Board. Subject
to the express provisions of the Plan, the Committee shall have sole discretion
and authority to determine from among eligible employees those to whom and the
time or times at which Options may be granted and the number of shares of
Common Stock to be subject to each Option. Subject to the express provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable in the administration of
the Plan.
4.2 Action by Committee. The majority of the members of the Committee shall
constitute a quorum for the transaction of business at any meeting. The act of
a majority of the members of the Committee present at any meeting while a
quorum is present shall be the act of the Committee. In the absence of a
quorum, a majority of the members present may adjourn any meeting from time to
time until a quorum be had. The members shall act only as a Committee and the
individual members shall have no power as such.
Any action required or permitted to be taken pursuant to authorization voted
at a meeting of the Committee may be taken without a meeting if, prior or
subsequent to such action, all members of the Committee consent thereto in
writing and such written consents are filed with the minutes of the proceedings
of the Committee. Such consent shall have the same effect as a unanimous vote
of the Committee for all purposes.
4.3 Company Assistance. The Company shall supply full and timely information
to the Committee on all matters relating to eligible employees, their
employment, death, retirement, disability or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.
ARTICLE V
SHARES OF COMMON STOCK SUBJECT TO PLAN
5.1 Stock Subject to the Plan. The stock to be offered under the Plan shall
be the Company's authorized Common Stock. Said stock shall be either unissued
stock or treasury stock. Subject to adjustment as provided in Section 5.3
hereof, the aggregate amount of Common Stock to be issued upon exercise of all
Options granted under the Plan shall be 500,000 shares.
5.2 Options Granted Under the Plan. Shares of Common Stock with respect to
which an Option granted hereunder shall have been exercised shall not again be
available for issuance
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pursuant to this Plan. If Options granted hereunder shall terminate for any
reason without being wholly exercised, new Options may be granted hereunder
covering the number of shares to which such terminated Options relate.
5.3 Antidilution. In the event that the outstanding shares of Common Stock
hereafter are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason
of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up, or stock dividend:
(a) The aggregate number and kind of shares subject to Options which may
be granted hereunder shall be adjusted appropriately;
(b) Rights under outstanding Options granted hereunder, both as to the
number of subject shares and the Option price, shall be adjusted
appropriately;
(c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
each outstanding Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation,
merger or combination, to exercise his Option in whole or part, to the extent
that it shall not have been exercised, giving due regard to any installment
exercise provisions which may be applicable; and
(d) The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, and any
such adjustment shall provide for the elimination of fractional share
interests.
ARTICLE VI
OPTIONS
6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and
by a written Stock Option Agreement dated as of the Date of Grant and executed
by the Company and the Optionee, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with the Plan.
6.2 Option Price.
(a) The Option price of the Common Stock subject to the Option shall be
determined by the Committee, but the Option price shall not be less than the
Fair Market Value of the Common Stock on the Date of Grant for all persons
eligible to participate in the Plan, except persons described in Section
6.3; in the case of persons described in Section 6.3, the Option price shall
be not less than 110% of the Fair Market Value of the Common Stock on the
Date of Grant.
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(b) The Option price shall be payable in United States dollars upon the
exercise of the Option and may be paid in cash or by certified, bank
cashier's or teller's check payable to the order of the Company.
(c) The proceeds of the sale of the Common Stock upon the exercise of any
Option shall be added to the general funds of the Company and used for its
corporate purposes.
6.3 More Than 10% Stockholders. A "person described in Section 6.3" shall
mean a person who, at the time the Option is granted, owns more than 10% of the
total combined voting power of all classes of common stock of the Company, its
parent, or its Subsidiaries.
6.4 Option Period. The period for the exercise of each Option shall be
determined by the Committee, but in no instance shall such period exceed ten
years from the Date of Grant for all persons eligible to participate in the
Plan, except persons described in Section 6.3; in the case of persons described
in Section 6.3, such period shall not exceed five years from the Date of Grant.
6.5 Exercise of Option.
(a) An Option may be exercised in whole or in part with respect to whole
shares only.
(b) An Option shall be exercisable by written notice signed by the
Optionee and delivered to the Company at its principal executive offices and
shall:
(i) State the election to exercise the Option, the number of shares in
respect of which the Option is being exercised, and the Optionee's name and
address and social security number;
(ii) Be accompanied by payment in full for such shares in the manner
prescribed by Section 6.2(b) of this Plan.
(c) As a condition to the exercise of an Option, the Company may require
the Optionee to make such representations and warranties to the Company as
may be required by any applicable law or regulation, including a
representation that at the time of such exercise it is the Optionee's then
intention to acquire the Common Stock being purchased for investment and not
with a view to distribution thereof; provided, however, that the receipt of
such a representation shall not be required upon exercise of the Option in
the event that at the time of such exercise a Registration Statement under
the Securities Act of 1933, as amended, is effective with respect to the
Common Stock subject to the Option or an exemption from registration under
said Act shall be available. In this connection, in the event the Common
Stock issued pursuant to an Option shall not have been registered with the
Securities and Exchange Commission, the Common Stock shall bear the following
legend:
"The Securities represented by this Certificate may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
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registration statement under the Securities Act of 1933 (the "Act"), or
pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company."
6.6 Nontransferability of Option. An Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by him. The terms of the
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Moreover, particularly, but without limiting the
generality of the foregoing, the Option may not be assigned, transferred
(except as provided above), pledged or hypothecated in any way, shall not be
assignable by operation of law and shall not be subject to execution,
attachment or similar process. Any attempt at assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment or similar process upon the
Option shall be null and void and without effect.
6.7 Effect of Death or Other Termination of Employment.
(a) If an Optionee ceases to be employed by the Company or its
Subsidiaries for any reason other than death, the Optionee may, but only
within three months immediately following such cessation of employment,
exercise the Option to the extent that the Optionee was entitled to exercise
it at the date of such cessation; the period for exercising the Option shall
terminate at the end of such three month period. If an Optionee dies during
such three month period, the Option may be exercised within that three month
period by the Optionee's estate through the Optionee's Successor as and to
the extent the Optionee was entitled to exercise the Option at the date of
death.
Notwithstanding anything contained in the Plan to the contrary, if it is
determined by the Board (either before or after cessation of employment of
the Optionee) that an act of misconduct, dishonesty or insubordination was
committed by the Optionee at any time while such Optionee was in the employ
of the Company or any Subsidiary, all Options and all purchase rights with
respect to all Options granted to such Optionee shall immediately terminate.
(b) If an Optionee dies while in the employ of the Company or any
Subsidiary, the Option granted such Optionee may, but only within the year
immediately following such death, be exercised by the estate of the Optionee
through the Optionee's Successor as and to the extent that the Optionee was
entitled to exercise the Option at the date of death and the period for
exercising the Option shall terminate at the end of such one-year period.
6.8 Not a Stockholder. An Optionee or his Successor, as the case may be,
will not be deemed to be the holder of any Common Stock subject to an Option
unless and until certificates of such Common Stock are issued to him under the
terms of the Plan.
6.9 Loans to Assist in Exercise of Options. If approved by the Board of
Directors, the Company may lend money or guarantee loans by third parties to
any Optionee to finance the
6
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exercise of any Option granted under the Plan and to carry Common Stock thereby
acquired.
6.10 Restrictions on Exercise of Options. An Option granted under the Plan
may not be exercised while there is outstanding (as such term is defined in
Section 422A(c)(7) of the Code) any incentive stock option (within the meaning
of Section 422A of the Code) which was granted, before the Date of Grant of
such Option, to such Optionee to purchase stock in the Company or in a
corporation which, on the Date of Grant of the Option, is a parent or
subsidiary corporation of the Company, or in a predecessor corporation of any
of such corporations.
6.11 Options Not to Exceed $100,000/Year. The aggregate Fair Market Value
(determined as of the Date of Grant) of the Common Stock for which an Optionee
may be granted Options in any calendar year (under all such plans of the
Company and any corporation which may constitute a parent or subsidiary
corporation of the Company) shall not exceed $100,000 plus any unused limit
carry-over to such year, as computed under the provisions of Section 422A(c)(4)
of the Code.
ARTICLE VII
ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Common Stock purchased upon the exercise of any Option granted
hereunder or any portion thereof unless the exercise of the Option and the
issuance and delivery of the Common Stock pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, state "Blue Sky" laws and the
requirements of any stock exchange upon which the Common Stock may then be
listed, and shall further be subject to approval of counsel for the Company
with respect to such compliance.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
8.1 Generally. The Board may at any time, upon recommendation of the
Committee, terminate, and may at any time and from time to time and in any
respect amend or modify, the Plan; provided, however, that no such action of
the Board without approval of the stockholders of the Company may:
(a) Increase the total number of shares of Common Stock subject to the
Plan except as contemplated in Section 5.3 hereof; or
(b) Change the manner of determining the Option price.
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8.2 No Effect on Options. Termination, amendment or modification of the
Plan shall not in any manner affect any Option theretofore granted under the
Plan without the consent of the Optionee or his Successor.
ARTICLE IX
MISCELLANEOUS
9.1 Employment. Nothing in the Plan or in any Option granted hereunder or
in any Stock Option Agreement relating thereto shall confer upon any employee
the right to continue in the employ of the Company or any Subsidiary.
9.2 Other Compensation Plans. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
of the Company or any Subsidiary.
9.3 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
9.4 Singular, Plural, Gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
9.5 Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
9.6 Governing Law. This Plan shall be controlled, construed and enforced
under the laws of the State of Delaware.
8
<PAGE> 1
EXHIBIT 5.1
KOHRMAN JACKSON & KRANTZ
ATTORNEYS AT LAW
20th FLOOR, ONE CLEVELAND CENTER
CLEVELAND, OHIO 44114
216-696-8700
TELECOPIER
216-621-6536
June 23, 1995
INTEK Diversified Corporation
970 West 190th Street, Suite 720
Torrance, California 90502
Re: Registration Statement on Form S-8 of INTEK Diversified Corporation
Ladies and Gentlemen:
INTEK Diversified Corporation, a Delaware corporation (the "Company"), is
filing with the Securities and Exchange Commission a registration statement on
Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the offering and
sale by the Company of up to 500,000 shares (the "Shares") of the Company's
common stock, par value $0.01 per share (the "Common Stock"), pursuant to stock
options ("Options") granted or to be granted under the 1988 INTEK Diversified
Corporation Key Employee Incentive Stock Option Plan (the "1988 Plan"). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement. Capitalized terms used in this opinion
letter and not otherwise defined have the meanings attributed to them in the
Registration Statement.
In connection with this opinion letter, we have examined and relied upon the
original or a copy, certified to our satisfaction, of (i) the Certificate of
Incorporation and the Bylaws of the Company; (ii) resolutions of the Board of
Directors of the Company authorizing the 1988 Plan and related matters; (iii)
resolutions of the stockholders of the Company authorizing the 1988 Plan; (iv)
the 1988 Plan; and (v) such other documents and instruments as we have deemed
necessary for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. We have
made such investigations of law as we deem appropriate as a basis for rendering
the opinions expressed below, and as to various questions of fact material to
the opinions, we have relied, to the extent we deem appropriate, upon
representations or
<PAGE> 2
KOHRMAN JACKSON & KRANTZ
INTEK Diversified Corporation
Page 2
June 23, 1995
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i) the
Company presently has at least 500,000 authorized and unissued shares of Common
Stock from which the 500,000 Shares proposed to be sold pursuant to the
exercise of Options granted under the 1988 Plan may be issued, and (ii)
assuming (a) the Company maintains an adequate number of authorized but
unissued Shares and treasury Shares available for issuance to those persons who
exercise Options granted in accordance with the 1988 Plan and (b) the Shares
are duly delivered against payment therefor in accordance with the terms of the
1988 Plan, the Shares issued pursuant to the exercise of Options granted in
accordance with the 1988 Plan will be validly issued, fully paid and
non-assessable.
We express no opinion other than as to the Federal law of the United States
and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
/s/ Kohrman Jackson & Krantz
KOHRMAN JACKSON & KRANTZ
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 22, 1995
included in Intek Diversified Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 22, 1995
